Canal Place Ltd. Partnership v. Aetna Life Insurance (In re Canal Place Ltd. Partnership)

921 F.2d 569, 24 Collier Bankr. Cas. 2d 998, 1991 U.S. App. LEXIS 202
CourtCourt of Appeals for the Fifth Circuit
DecidedJanuary 8, 1991
DocketNo. 90-3620
StatusPublished
Cited by1 cases

This text of 921 F.2d 569 (Canal Place Ltd. Partnership v. Aetna Life Insurance (In re Canal Place Ltd. Partnership)) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fifth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Canal Place Ltd. Partnership v. Aetna Life Insurance (In re Canal Place Ltd. Partnership), 921 F.2d 569, 24 Collier Bankr. Cas. 2d 998, 1991 U.S. App. LEXIS 202 (5th Cir. 1991).

Opinion

PER CURIAM:

Canal Place Limited Partnership, Chapter 11 debtor and appellant herein, appeals the decision of the district court affirming the order of the bankruptcy court lifting the automatic stay afforded by 11 U.S.C. § 362 in order to permit Aetna Insurance Company and Travelers Insurance Company to foreclose on Phase I and Phase II, respectively, of the Canal Place project in New Orleans. In the Findings of Fact and Conclusions of Law accompanying its order, the bankruptcy court carefully considered the issues raised by the debtor, Aetna and Travelers in that court and by appellant in this appeal. In so doing, the bankruptcy court fully and effectively discharged its responsibility under this court’s en banc opinion in In the Matter of Timbers of Inwood Forest Assocs., Ltd., 808 F.2d 363, 370 (5th Cir.1987), aff’d, 484 U.S. 365, 108 S.Ct. 626, 98 L.Ed.2d 740 (1988), to evaluate the reorganization profile of the debtor in order to determine whether there was a reasonable prospect for a successful reorganization within a reasonable time before allowing the stay to remain in effect. We cannot improve on the bankruptcy court’s Findings of Fact and Conclusions of Law (a copy of which is attached hereto) [571]*571and affirm the district court’s judgment on the basis of those findings and conclusions.

AFFIRMED.

United States Bankruptcy Court Eastern District of Louisiana

In the Matter of Canal Place Limited Partnership, d/b/a Canal Place 2000, Debtor.

Number 90-10563-K

Chapter 11 Reorganization

FINDINGS OF FACT CONCLUSIONS OF LAW

On June 11, 1990, this matter came before the Court as a hearing, among others, on the motions of Aetna Insurance Company and Travelers Insurance Company for relief from the automatic stay. Desiring to enter written reasons for its decision, the Court took the matter under advisement and directed counsel to file proposed findings and conclusions. Having carefully considered the arguments of counsel, the testimony of witnesses, the evidence adduced, and the applicable law, the Court now enters its Findings of Fact and Conclusions of Law. For the reasons expressed herein, the Court will grant the motions of Aetna and Travelers and lift the automatic stay allowing Aetna and Travelers to foreclose on the property commonly known as Canal Place.

Findings of Fact

1. On February 21, 1990, the Debtor, Canal Place Limited Partnership d/b/a Canal Place 2000, filed its voluntary Petition for Relief under Chapter 11 of the Bankruptcy Code.

2. On June 8, 1990, just three days before the hearing on Aetna’s and Travelers’s motions to modify the stay, the Debtor filed its disclosure statement and plan of reorganization.

The Structure and Management of the Debtor

3. The Debtor is a partnership in com-mendam, a limited partnership under Louisiana law; it was formed on April 5, 1985.

4. The Debtor has four general partners: Aminvest Canal, Inc.; Aminvest Mississippi, Inc.; Aminvest Vieux Carre, Inc. (collectively the “Aminvest Companies”); and Aminvest Partnership. The Aminvest Partnership has the three Aminvest Companies as general partners plus a fourth corporate general partner named Rima Enterprises. The Aminvest Companies only have corporate shareholders.

5. Mr. Michael B. Rohlfs is the president and one of the board of directors of the Aminvest Companies. His involvement with the Debtor began less than two years ago. Beginning approximately fourteen months ago, he began serving, and continues to serve, as the chief operating officer of the Debtor. Despite holding these positions, he receives no compensation from the Debtor, and he has no ownership interest in the Debtor, either directly or indirectly.

6. Mr. Rohlfs’ sole compensation comes from his employer Dearborn Financial (“Dearborn”). Dearborn is a Chicago based investment adviser which specializes in representing foreign clients who have investments in the United States. Dear-born does not represent the Debtor or any of the Aminvest Companies, rather it represents a client, Hawazan S.A., one of the corporate share holders of the Aminvest Companies.

7. The Aminvest Companies have three directors: Mr. Rohlfs, who was previously described; Mr. Charles Olson; and Mr. Kim Semiao. Like Mr. Rohlfs, Mr. Olson is also employed by Dearborn. As a consequence, Mr. Rohlfs and Mr. Olson, as two of the three directors of the Aminvest Companies, have majority control of the Amin-vest Companies, and, hence, the Debtor.

8. With this structure, the actual operations of the Debtor are managed. Property One, a local property management company, holds the exclusive leasing agreement on the office tower. Mr. James Ridgely oversees the daily operation and maintenance of the Debtor’s property, as well as the leasing of the Debtor’s retail shopping area. Kathryn Rosenblum heads the marketing department. Derek Thomas [572]*572heads the accounting and financial departments.

9. Mr. Rohlfs, when called to testify, could not name the various persons who were the individual shareholders of the Aminvest Companies. The best Mr. Rohlfs could state was that representatives of the various corporate shareholders are located in foreign countries, including Saudi Arabia, Liechtenstein and Luxembourg.

10. Given this maze of corporate partnerships, corporations, corporate shareholders and indirectly hired personnel to manage the Debtor, the Court finds the various persons who are the ultimate investors in the Debtor aspire to have their true identity concealed.

The Debtor’s Assets

11. The properties owned by the Debtor are listed as follows:

a. Phase I (“Phase I”) of the Canal Place project is located in New Orleans, Louisiana, and is commonly known as the Canal Place Office Tower. Phase I includes the retail shopping mall and the Pledged Leases. The Debtor has estimated the fair market value of Phase I, to be $17 million.1
b. Phase II (“Phase II”) of the Canal Place project, including the Westin Hotel, a multi-level parking garage, and those portions of the retail shopping mall not located in Phase I. The Debtor estimates the fair market value of Phase II to be $44 million.
e.Phase III (“Phase III”) includes two outdoor parking lots of the Debtor, excluding the Iberville Building. The Debt- or estimates the fair market value of these properties to be $6,783,000.
d. Ill Rue Iberville (the “Iberville Building”), which is a small office building located next to Phases I and II used by the Debtor for its offices. The Debt- or estimates this property to have a fair market value of $750,000.
e. eight used motor vehicles for which the Debtor gives a cost value of $150,-000.
f. all accounts receivable generated by the Westin Hotel operations of Phase II. The Debtor estimates these accounts receivable to have a cash value of $2.9 million.
g. cash on hand which the Debtor estimates to be $3.6 million.

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921 F.2d 569, 24 Collier Bankr. Cas. 2d 998, 1991 U.S. App. LEXIS 202, Counsel Stack Legal Research, https://law.counselstack.com/opinion/canal-place-ltd-partnership-v-aetna-life-insurance-in-re-canal-place-ca5-1991.